Chapter 3344-1 General Provisions

(A)
Regular meeting. The regular meetings of
the board shall be held in the last week of every other month unless otherwise
specified by the chairman. The chairman shall designate the day of the week on
which the regular meetings shall be held at the annual meeting.

(B)
Special meeting. Special meetings of the
board may be called by the chairman or upon the written request of not less
than three members of the board.

(C)
Time and place of meeting. The time and
place of all meetings shall be determined by the chairman, or in the case of a
special meeting called by not less than three members of the board, determined
by three members of the board calling the meeting, and due notice of the time
and place shall be given by the secretary.

(D)
Notice of meeting. Notice of meetings of
the board shall be posted on the website of the board of trustees at least one
week prior to each regular meeting and at least twenty-four hours prior to a
special meeting, except in the event of an emergency. Each notice shall include
the time and place of all regular meetings and the time, place and purpose of
all special meetings. Members of the media and members of the general public
who wish to be notified of board meetings, may submit a request for such notice
to the office of university marketing, including a valid email address. The
office of university marketing will send out email notifications of board
meetings at least three days prior to each regular meeting and as soon as
practicable before a special meeting, except in the event of an
emergency.

(E)
Organization of
meetings. At each meeting of the board, the chairman, or in his/her absence,
the vice chairman, or in the absence of both of the foregoing, the treasurer
shall preside. The secretary, or in his/her absence, any person appointed by
the chairman shall perform the duties of the secretary of the meeting and shall
keep the minutes thereof.

(F)
Order
of business. Unless otherwise ordered by the board or the chairman, the order
of business at all meetings of the board shall be as follows:

(G)
Business
to be considered at meetings. Any proposed action, which is to be introduced by
a board member or the president of the university that will substantially
affect the university, shall be timely presented to the other board members in
writing prior to the meeting at which the matter is to be considered by the
board. Any matters coming to the board, other than from a board member or from
the president of the university, shall be presented in writing to the secretary
of the board at least seven days prior to the meeting at which it is to be
considered by the board.

(1)
A majority of the
voting members of the board shall be present in person at any meeting in order
to constitute a quorum for the transaction of business at such meeting and,
except as otherwise hereinafter provided, the act of the majority of the
trustees present at any such meeting at which a quorum is present shall be the
act of the board.

(2)
The
concurrence of a majority of the voting members of the board shall be necessary
to elect or remove the president or a member of the faculty of the university
on tenure as defined by the board. A roll call vote is necessary when electing
or removing a president or a member of the faculty of the university. On all
other matters, a voice vote shall be sufficient.

(I)
Standing committees. The chairman of the
board shall be empowered to appoint five standing committees as follows:
academic and student affairs;
athletics; development and engagement
; financial affairs;
and recognition (honorary
degrees, citations and visiting committees). The chairman shall designate the
chairman and members of each standing committee. Every standing committee shall
have a minimum of three voting board members. All standing committees shall
serve from the end of one annual meeting to the end of the next annual meeting.
A majority of the voting board members of each committee shall constitute a
quorum, provided, however, that in the event such quorum shall not be present
at any committee meeting, the chairman of such committee or the chairman of the
board is empowered to appoint pro-tem committee members from the membership of
the board in order to provide such quorum.

(1)
The responsibilities of each standing
committee shall be to consider proposals referred to it by the board, initiated
by the university administration, or originated within the committee in its
area of activity and take action thereon, subject to confirmation by the board.
The committee shall also undertake any special duties as may be delegated by
the board.

(2)
The matters to be
considered by each standing committee shall be in general as follows:

(i)
The committee shall focus on all matters
regarding the honors program, niche marketing, recruitment and retention,
including matters relating to the recruitment and retention of international
students.

(ii)
All matters
requiring attention or action of the board relating to faculty appointment,
tenure and status; fields of university instruction; the awarding of degrees;
the need, urgency and the size of instructional facilities; and student
scholarships.

(iii)
All matters
requiring attention or action of the board relating to student residential and
social life, fraternities, sororities, student government and student organizations, student housing and student well-being.

(iv)
All matters requiring attention or
action of the board relating to affirmative action, equal opportunity and race
relations, as well as the promotion of institutional diversity.

(v)
All matters requiring attention or action
of the board relating to institutional planning processes for academic programs
and supportive administrative services; and the definition of the institutional
mission and goals.

(vi)
All matters
requiring attention or action of the board relating to the acquisition and
operation and maintenance of the administrative systems with regard to in-house
research, sponsored research, technology transfer and licensing.

(i)
Matters requiring attention or action of
the board relating to the solicitation of funds for the present and future
needs of the university as appropriate.

(ii)
All matters requiring attention or
action of the board relating to the university's relations with local, state
and federal government.

(iii)
All
matters relating to external marketing and corporate relations, including the
establishment and maintenance of a positive image within the community
generally and the news and advertising communities specifically, and the
maintenance of relations with the university's alumni and alumni association
and promotion of alumni activities.

(i)
All
matters requiring attention or action of the board relating to the university
budget and financial operations, business organization and practice, including
business contracts requiring approval of the board of trustees; borrowing of
funds; submission of appropriation requests; determination of fees charged to
students; custody and investment of any funds which are now under or may in the
future come under control of the board of trustees; and relating to audits of
the University, including receiving reports of internal and external
auditors.

(ii)
All matters
requiring attention or action of the board relating to naming, location,
planning, construction, and maintenance of university plant and grounds, within
the framework of the master planning procedures of the university.

(iii)
All matters requiring the attention or
action of the board relating to the capital priorities of the university,
including the exploration of public and private resources.

(iv)
All matters related to the internal and
external audit of university activities, assets and procedures, and other
matters as assigned by the board.

(i)
The
committee, augmented by the president, the provost, and three members of the
faculty, shall recommend to the board of trustees candidates for honorary
degrees. In addition, the committee shall recommend to the board of trustees
recipients of other honors, awards, commendations, and recognitions to be
conferred either during commencement or at other times determined by the board
of trustees, and the committee shall annually receive and review the honors,
commendations, and other special non-student awards given and/or proposed by
the president, provost and colleges or departments within the
university.

(ii)
All matters
requiring attention or action of the board relating to visiting
committees that includes charging the
committees with their assignments; and receiving reports following their
visitations.

(K)
Special committees. The chairman may
appoint such special committees as are deemed necessary and desirable. A
special committee shall serve until completion of the task assigned to it, but
not later than the adjournment of the next annual meeting. The chairman shall
designate the chairman for each such committee. A majority of the voting board
members of each committee shall constitute a quorum, provided however, that in
the event such quorum shall not be present at any committee meeting, the
chairman of such committee or the chairman of the board shall be empowered to
appoint pro-tem committee members from the membership of the board in order to
provide such quorum. Meetings of the special committees shall be held upon call
of the chairman of the committee.

(L)
Member and committee authority. No
trustee or committee shall have authority to commit the board of the university
to any policy, action or agreement unless specifically granted such authority
by the board.

(M)
Parliamentary
procedure. Except as otherwise provided in these bylaws, all meetings shall be
conducted in accordance with Robert's Rules of Order.

(N)
Annual meeting. The annual meeting of the
board of trustees shall be held at the time of the last monthly meeting of the
academic year. The first annual meeting was held in May, 1966.

(i)
The board of trustees
of Cleveland state university designates the president of faculty senate, and a
second representative to be elected each year by the faculty senate, as
non-voting advisors to the board of trustees. Two student representatives will
be appointed by the governor as non-voting advisors. The aforesaid student
advisors and the foregoing faculty advisors are assigned as non-voting
representatives to the academic affairs.

(ii)
In addition to the aforementioned
faculty and student representatives appointed to the board of trustees, the
chairman may augment the membership of the board and standing or special
committees with other faculty, staff or community members as non-voting
advisors to serve a term as approved by the board.

(iii)
The chair of the Cleveland state
university foundation board of directors shall serve as a
non-voting member of the board of trustees for the duration of his/her term of
office.

(A)
Number and
title. The officers of the board shall consist of a chairman and a vice
chairman. The officers of the board may also include a secretary and a
treasurer, and such other officers of the university as the interest of the
university requires. The offices of secretary and treasurer may be held by the
same person.

(1)
The officers of
the board shall be elected at the annual meeting of the board. They shall take
office immediately following the adjournment of the meeting at which they are
elected and shall hold their office through the following annual meeting of the
board and until their successors are elected and qualified. No trustee shall
serve as chairman for more than two consecutive annual terms. This two-year
term limitation may be suspended for the election being held for the term to
run commencing May 20, 2005 to the next annual meeting in 2006 by a two-thirds
vote of the members of the board.

(2)
The chairman and vice chairman must be
members of the board. The qualifications of all other officers shall be
determined by the board.

(C)
Vacancies. Vacancies in any of the above
offices shall be filled by the chairman on a pro-tem basis and such appointment
shall be subject to approval by the board at the next regular meeting. Such
appointments shall be for the unexpired term of such offices and shall be in
compliance with paragraphs (B)(1) and (B)(2) of rule 3344-1-02 of the Administrative Code.

(D)
Removal of
officers. Any officer of the board may be removed at any time, either with or
without cause, by resolution adopted by affirmative vote of five members of the
board at any meeting of the board, providing the notice of the meeting
specifies that such removal action is to be considered.

(1)
The chairman shall preside at all
meetings of the board; shall sign the minutes of all proceedings of the board;
shall perform such duties as usually pertain to this office, and such other
duties as from time to time may be assigned to the chairman by the board. The
members of all committees of the board shall be appointed by the chairman,
unless otherwise ordered by the board.

(2)
Unless specifically provided to the
contrary by the board, the chairman may assign any of the chairman's duties to
another member of the board.

(F)
Vice chairman. At the request of, or in
the absence or disability of the chairman, the vice chairman shall perform all
of the duties of the chairman, and while so acting, shall have all the powers
and authority of, and be subject to all the restrictions applicable to the
chairman. In addition, the vice chairman shall perform such other duties as may
be assigned to the vice chairman from time to time by the chairman of the
board.

(3)
Authenticate the acts of
the board by affixing an imprint of the university seal to official records of
the board when it is proper to do so;

(4)
Sign, execute and deliver in the name of
the university all deeds, bonds, and other instruments as authorized by the
board;

(5)
Keep minutes of all
meetings of the board and of committees of the board in one or more books
provided for that purpose, and

(6)
See that all notices are duly given in accordance with the provisions of
Cleveland State rules.

(7)
Prepare
the agenda for board meetings in cooperation with the chairman and the
president.

(8)
Receive and route
correspondence addressed to the board or its committees.

(9)
Analyze, assemble or obtain information
as requested by the chairman of the board or board committees, working with
members of the university administration with the approval of the
president.

(10)
Act as a liaison
with the university administration, enlisting the assistance of the board and
its committees as requested by the administration.

(11)
In addition, the secretary shall perform
such other duties as may be assigned to him/her from time to time by the board
or the chairman. The board may assign the duties of the secretary to an
assistant secretary.

(H)
Treasurer. The treasurer of the board shall, before entering upon the discharge
of his duties, give bond to the state for the faithful performance of his
duties and a proper accounting of all monies coming into the treasurer's care.
The amount of said bond shall be determined by the board, but shall not be for
a sum less than the estimated amount which may come into the treasurer's
control at any time. The bond of the treasurer shall be approved by the
attorney general of Ohio.

(I)
Bonds. Bonds shall be required from such officers of the board and of the
university, in addition to the treasurer, as the board shall direct.

(J)
Executive
committee. The executive committee shall be comprised of the board chair, who
shall serve as the committee chair, the board vice chair, board treasurer and
such other officers as may be elected from time to time. The executive
committee shall consider and make recommendations to the board on proposed
policy and contract matters not assigned to another committee; shall orient and
mentor new board members; shall evaluate the performance of the president and
make a recommendation to the full board on the president's compensation and
benefits package; and shall consider other matters as appropriate to an
executive committee, or assigned by the full board. The executive committee
shall also act on behalf of the board on issues needing immediate attention and
report such actions to the board. To act on behalf of the board, a quorum of
the executive committee shall be present. The executive committee shall be
required to report any actions taken on behalf of the board into the record of
the next regularly scheduled board meeting. Any meeting of the executive
committee at which binding action is taken shall adhere to all applicable
provisions of section
121.22 of the Revised Code, the
open meetings law.

(A)
The president.
The president shall be the chief executive officer of the Cleveland state
university and shall be responsible within the policies and procedures
established by the board of trustees for the administration of the affairs of
the university. In carrying out the foregoing responsibilities and duties, the
president shall:

(2)
Lead in developing policies, programs and
organizational units promoting teaching, research and service as primary goals
of the university; and direct and promote the university's activities toward
achieving these goals.

(3)
Develop and maintain long-range plans for the orderly
growth of the university.

(4)
Direct the development of the capital program for the
university and recommend its approval to the board.

(5)
Formulate and
recommend operating budgets to the board for approval and see to it that
expenditures are in compliance with approved budgets.

(6)
Present and
interpret to the board of trustees proposals and actions of the faculty
together with recommendations.

(7)
Ensure the
application of the rules and regulations of the university.

(8)
Submit to the
board of trustees information and recommendations that will contribute to the
adoption of sound and progressive policies for the university.

(9)
Serve as a member
of all faculties, as well as preside at the meetings of the university
faculty.

(10)
Bring to the board for ratification the appointment of
the provost, all deans and all vice presidents. The president will confer with
the board before making an offer of employment to a candidate for provost,
dean, or vice president.

(11)
Appoint such other administrative officers as are
needed to carry out effectively the operation of the university, and delegate
functions to them with the authority necessary for their proper
discharge.

(B)
Administrative and academic officers. The duties of the
provost, deans, and vice presidents shall be prescribed by the president with
the approval of the board of trustees.

(C)
Term of
administrative and academic appointments. No administrative or academic
appointments shall be made for a term in excess of one fiscal year without the
approval of the board of trustees.

(D)
Annual
performance review. The board shall conduct a review of the performance of the
president at the annual meeting. The president shall deliver to the board a
report on the annual performance of the provost, vice presidents and deans at
the same time he is being evaluated.